Form 4: Celsius Holdings Director Settles Pre-Arranged Stock Sale, Disposing of Over 500,000 Shares

A Director and 10% owner of Celsius Holdings, Inc. has reported the settlement of a pre-arranged variable prepaid forward sale contract, resulting in the disposition of 519,594 shares of common stock.

Summary

• William H. Milmoe, a Director and 10% Owner of Celsius Holdings, Inc. (CELH), reported the disposition of 519,594 shares of CELH common stock across two transactions.
• On May 30, 2025, 259,797 shares were disposed of at a price of $26.2379 per share.
• On June 2, 2025, an additional 259,797 shares were disposed of at a price of $26.2379 per share.
• These transactions represent the full physical settlement of three tranches of a Variable Prepaid Forward Sale Contract (VPF) entered into on July 5, 2022, by CD Financial LLC (CDF), an entity managed by Mr. Milmoe.
• The settlement occurred because the volume-weighted average price of CELH common stock on the maturity dates (May 29 and May 30, 2025) was greater than the contract's Cap Price of $26.2379.
• Following these transactions, the indirect beneficial ownership of CD Financial LLC decreased from 19,097,161 shares to 18,837,364 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's an insider sale, it was pre-arranged under a Rule 10b5-1 plan, mitigating negative interpretations. The settlement at the Cap Price indicates a favorable outcome for the seller based on the contract terms.

Positives

• The transactions were part of a pre-arranged Variable Prepaid Forward Sale Contract (VPF) entered into on July 5, 2022, indicating planned financial management by the insider rather than a discretionary sale based on new negative information.
• The settlement occurred at the Cap Price of $26.2379, indicating that the stock price performed favorably for the seller relative to the contract terms.

Negatives

• The disposition of a significant number of shares (519,594 in total) by a Director and 10% owner could be perceived negatively by some investors, even if pre-arranged.

Risks

• No new specific risks to Celsius Holdings, Inc. are identified or introduced by this Form 4 filing. The filing reports the execution of a pre-existing financial arrangement.

Future Outlook

NA

Industry Context

This Form 4 filing reports a routine insider transaction related to a pre-existing financial arrangement and does not provide broader industry context or trends.

Related Party Transactions

• The transactions involve a 10% owner and Director, William H. Milmoe, through an entity he manages (CD Financial LLC). The counterparty to the VPF was an unaffiliated third-party buyer.

Stakeholder Impact

• Shareholders: May view the insider sale with slight caution, though the pre-arranged nature under Rule 10b5-1 lessens concerns about discretionary selling based on new negative information. The overall impact is likely minimal as it's a planned monetization.

Key Dates

Recommendation

Keywords

Celsius Holdings, CELH, Form 4, Insider Trading, Beneficial Ownership, Stock Sale, Variable Prepaid Forward, Rule 10b5-1, William H. Milmoe, Director, 10% Owner